Terms of Sale

1.    Acceptance. The customer (“Customer”) named on the applicable Product Order Form or other ordering document (“Purchase Order”) hereby offers to purchase from CNSRV, Inc., a Delaware corporation with an address at 13011 Montana Ave., Los Angeles, California 90049 (“CNSRV”) the products and services described on the Purchase Order (respectively, “Products” and “Services”) subject to these terms and conditions. Acceptance of this offer must be made on its exact terms. These Standard Terms of Sale (“Terms”), together with information contained on the Purchase Order, and any additions or revisions mutually agreed to in writing by Customer and CNSRV (the “Agreement”) shall constitute the entire agreement and understanding of Customer and CNSRV with respect to the purchase of the Products or Services, superseding all prior oral or written understandings relating thereto and shall not be modified or interpreted by reference to any prior course of dealing, usage of trade or course of performance. If the Purchase Order, Customer’s invoice or any other communication from Customer contains provisions inconsistent with the provisions hereof, these Terms shall prevail and CNSRV hereby notifies Customer of its objection to and rejection of any such terms and conditions stated by Customer, whether or not material, that are in conflict with, inconsistent with, or in addition to those contained in these Terms. Customer’s acceptance of delivery of or payment for any Products or Services provided hereunder shall constitute Customer’s acceptance of these Terms.

2.    Orders. CNSRV will use commercially reasonable efforts to supply to Customer such quantities of Products and Services as Customer may order in accordance with this Agreement. CNSRV does not guarantee the availability of products. Customer may not cancel any Purchase Order after acceptance. Any updates to the quantity of Products indicated on a Purchase Order after acceptance require CNSRV’s prior written consent. CNSRV will use reasonable efforts to comply with such requests, but shall not be responsible or liable for any failure to provide changed amounts. Notwithstanding any other provision of this Agreement, CNSRV’s obligation to supply Products and Services to Customer is subject to availability and CNSRV’s other obligations.

3.    Payment Terms. Unless otherwise stated on the Purchase Order, Customer shall pay all amounts due for Products and Services purchased hereunder in U.S. dollars within 30 days after the date of CNSRV’s invoice. Overdue amounts shall bear interest in an amount equal to the lesser of (a) 1.5% of the unpaid balance per month and (b) the highest interest rate permitted by applicable law. Customer shall not withhold or set off from any amounts due to CNSRV, any amounts claimed to be owed by CNSRV to Customer for any reason whatsoever.

4.    Prices. Unless otherwise expressly indicated in writing by CNSRV (including on a Purchase Order), prices for all Products and Services are as noted on CNSRV’s price list or other similar sales materials as in effect on date of shipment.

5.    Taxes. Customer will pay or reimburse CNSRV for all sales, use, value-added and other taxes (except taxes on CNSRV’s net income), and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Products and Services or payments to CNSRV under this Agreement.

6.    Remedies. If Customer fails to pay when due any amount Customer owes to CNSRV on account of Products, CNSRV shall have, in addition to any other rights of CNSRV, the right (without liability of CNSRV) to repossess such Products or to require Customer to effect (at Customer’s expense) return delivery of such Products to CNSRV. In addition, until Customer has paid to CNSRV the entire amount due to CNSRV for such Products, CNSRV shall retain a security interest in such Products in the amount of the full purchase price plus all other amounts due hereunder and all costs of collection incurred by CNSRV (including but not limited to court costs and reasonable attorneys' fees), and CNSRV shall retain all rights and remedies of a secured party under the Uniform Commercial Code as in effect at the time of delivery of such Products. A copy of CNSRV’s invoice may be filed with the appropriate authorities at any time as a financing statement or chattel mortgage in order to perfect CNSRV’s security interest. Upon the request of CNSRV, Customer will execute any financing statements and other instruments necessary or appropriate for CNSRV to perfect its security interest.

7.    Shipment. Delivery of all Products shipped by CNSRV to Customer hereunder is FOB destination (as defined in Incoterms 2010). CNSRV shall make reasonable efforts to effect shipment by the scheduled shipping date(s) reflected on the Purchase Order or invoice, but shipping dates are not guaranteed. If no shipping date is specified, shipment will be made on date(s) selected by CNSRV. In no event shall CNSRV be liable for any damages or penalties for delay in delivery or for failure to give notice of delay. Delivery may be made in advance of any scheduled delivery date upon reasonable prior notice to Customer. Except as specified in the Purchase Order, all items will be packed for shipment and shipped in accordance with CNSRV’s standard practices.

8.    Risk of Loss. All risk of loss of or damage to Products shall be assumed by Customer upon delivery to the destination specified by Customer.

9.    Inspection. Customer shall carefully inspect all deliveries of Products and report promptly to CNSRV (but in any event within 5 calendar days after receipt of shipment) any alleged error, shortage, defect or nonconformity of such Products. Any failure by Customer to inspect and report as provided herein shall constitute a waiver by Customer of any claim or right of Customer against CNSRV arising with respect to any such error, shortage, defect or nonconformity which was reasonably discoverable by such an inspection.

10. Title to Products. Title to all Products sold by CNSRV to Customer shall pass from CNSRV to Customer upon the delivery of Product by CNSRV to the carrier for shipment to Customer..

. If Customer is not satisfied with its purchase, Customer must refer to our Returns Policy [https://cnsrvltd.com/pages/returns-policy] to determine whether the applicable Product is eligible for a return or refund. Except as otherwise set forth in the Returns Policy, Products may not be returned except as set forth in the Limited Warranty available at www.cnsrvltd.com/pages/warranty (the “Limited Warranty”) or as otherwise expressly provided in this Agreement. Prior to return, Customer shall call CNSRV customer support and describe any issues with the Products. Customer shall include a statement with the returned Product that explains the basis and reason for return. Customer shall prepay the shipping costs for all returns. If a returned Product is replaced, CNSRV will pay the shipping costs to ship the replacement Product to Customer’s designated location. Any returned Product that is not defective shall be returned to Customer, and Customer shall pay for all shipping costs. Any repair or replacement hereunder shall not extend the warranty period for the applicable Product.

12. Maintenance and Product Use. CNSRV will provide initial training regarding the Products for a reasonable number of Customer personnel in technical, support and sales areas, at mutually agreeable times and places. Training will address the features, functions and operation of the Products as may be reasonably necessary or appropriate for Customer personnel to perform their technical, support or sales function. Customer shall be responsible for all travel and related costs and expenses incurred by its personnel in attending training. Customer must contact CNSRV to obtain repair, maintenance and support services for the Products. If Customer obtains repair, maintenance and support services from anyone other than a CNSRV authorized representative, Customer may no longer receive protection under the Product’s Limited Warranty.

13. Insurance. CNSRV does not provide theft, fire, or any other type of insurance. Customer acknowledges that it is Customer’s sole responsibility to insure Customer’s Products.

14. Cancellation. In the event of Customer’s breach of any material provision hereof, CNSRV shall have the right to cancel this Agreement at any time without liability. CNSRV shall also have the right to cancel all or part of this Agreement, without cause, at any time by written notice, and CNSRV shall pay reasonable cancellation costs in accordance with industry practice, provided that in no event shall the total amount payable by CNSRV exceed the lesser of the price specified in the Purchase Order and Customer’s demonstrable costs reasonably incurred prior to cancellation.

15. Limited Warranty and Warranty Disclaimer. It is the sole and exclusive responsibility of Customer to determine the suitability of any and all Products for Customer's intended purposes and uses. THE LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY CNSRV WITH RESPECT TO PRODUCTS. CNSRV GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN. NO REPRESENTATIVE OF CNSRV IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THIS AGREEMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF CNSRV THAT MAKES SPECIFIC REFERENCE TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CNSRV EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

16. Food Safety Disclaimers. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT ALL FOOD IS HANDLED, STORED, AND COOKED IN ACCORDANCE WITH RECOMMENDED GUIDELINES AND REGULATIONS. THIS INCLUDES, BUT IS NOT LIMITED TO, PROPER CLEANING AND MAINTENANCE OF THE PRODUCT, SAFE HANDLING OF RAW AND COOKED FOOD, AND ADHERENCE TO COOKING TEMPERATURE AND TIME RECOMMENDATIONS.THE USE OF ANY INFORMATION PROVIDED BY CNSRV IS SOLELY AT YOUR OWN RISK. THE PRODUCTS ARE CONTINUALLY UNDER DEVELOPMENT AND CNSRV MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THEIR ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

17. Limitation on Liability. CNSRV’S LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY IN CONNECTION WITH THE SALE OR USE OF PRODUCTS AND SERVICES SOLD HEREUNDER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE STRICTLY LIMITED TO CNSRV’S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED HEREIN. IN NO EVENT SHALL CNSRV HAVE ANY LIABILITY TO CUSTOMER, ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS AND SERVICES SOLD HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN AN AMOUNT IN EXCESS OF, AND CNSRV’S LIABILITY SHALL BE STRICTLY LIMITED TO, AMOUNT(S) ACTUALLY RECEIVED BY CNSRV FROM CUSTOMER FOR THE PRODUCTS AND SERVICES WHICH GIVE RISE TO CNSRV’S LIABILITY. IN NO EVENT SHALL CNSRV HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THEIR SALE OR USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO PROPERTY, INJURY TO PERSONS, LOSS OF USE, DATA OR PROFITS, OR DELAYS OR INCONVENIENCE, EVEN IF CNSRV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that no guarantees or assurances have been made as to the results that may be obtained from the use of the Products whether used singly or in combination with other items. Customer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Customer by CNSRV or any of its representatives regarding the specifications, storage, handling or use of Products purchased and sold hereunder, which recommendation or instruction shall be followed or acted upon by Customer entirely at Customer’s own risk. Customer acknowledges that it is purchasing Products to be used by its own customers. To the extent allowed by law, CNSRV will not be liable to these end users, and Customer agrees to indemnify CNSRV for any injuries incurred in connection with its users use of the Products. There are inherent risks in the use of kitchen equipment, and all users use of the Products is at his or her own risk.

18. Confidentiality. The term “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other, business or technical information disclosed by or for CNSRV, but not including any information Customer can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation of confidentiality, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. All pricing information provided by CNSRV is deemed to be Confidential Information. Except for the specific rights granted by this Agreement, Customer shall not use or disclose any of CNSRV’s Confidential Information without its written consent, and shall use reasonable care to protect it. Customer shall be responsible for any breach of confidentiality by its employees and contractors. Any breach or threatened breach will cause irreparable harm to CNSRV for which money damages would not be an adequate remedy. CNSRV shall, in addition to any other legal or equitable remedies, be entitled to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond.

19. Marketing and Publicity.  CNSRV may provide Customer with copies of marketing collateral, which Customer may copy and use solely in marketing and promoting the Products under this Agreement.

20. Export Control. Customer shall comply with the U.S. Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not export, or allow the export or re-export of any Product in violation of any such restrictions, laws or regulations.

21. Miscellaneous. All communications under this Agreement shall be via email, in writing or by confirmed fax, and shall be deemed to have been duly given upon receipt if sent to the email address, address or fax number set forth on the Purchase Order or such other address or fax number as either party may specify. All notices hereunder shall be in English. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. The parties agree that they will negotiate in good faith or will permit a court or arbitrator to replace any provision of this Agreement so held invalid, unenforceable or void with a valid provision that is as similar as possible in substance to the invalid, unenforceable or void provision. The waiver by CNSRV of a breach or a default of any provision of this Agreement by Customer shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of CNSRV to exercise or avail itself of any right, power or privilege hereunder, operate as a waiver of any right, power or privilege by CNSRV. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California without taking into account its principles on conflicts of law. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Los Angeles, California, U.S.A. and both parties hereby consent to such jurisdiction and venue for this purpose. In any such action, suit or proceeding, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in connection with that action, suit or proceeding, in addition to any other relief to which such party may be entitled. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. In no event shall CNSRV have any liability to Customer for any delayed performance or nonperformance by CNSRV which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of CNSRV. Such causes shall include (but shall not be limited to) acts of God, wars, riots, civil disturbances, strikes, labor disputes, fires, storms, floods, earthquakes, natural disasters, inability to obtain or use raw or component materials or parts, labor, equipment, facilities, or transportation, and acts of any government or agency thereof. Customer's order will be deemed suspended for so long as any such cause prevents or delays CNSRV’s performance. In the event of any such suspension, CNSRV shall have the right, at its option, upon notice to Customer, (a) to terminate its obligation to sell any or all of the Products and Services ordered hereunder or (b) to resume performance as soon as practicable after the suspension, and reschedule delivery of the Products and Services ordered hereunder to one or more deferred dates to be mutually agreed upon by Customer and CNSRV, subject to Customer's payment of an additional charge for any increase in CNSRV’s direct or indirect costs occasioned by the suspension of its performance. The Purchase Order, these Terms and the Limited Warranty (i) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter; (ii) may be amended or modified only by a writing executed by an authorized officer of the party against whom enforcement is sought; (iii) may not be assigned by Customer without the written consent of CNSRV; and (iv) shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties hereto.